Termination for Cause or Insolvency Sample Clauses
Termination for Cause or Insolvency. Either Party may terminate this Agreement immediately if the other Party:
a. is in breach of any Material obligation herein or in the Schedules attached to this Agreement, and (i) such breach is incapable of being cured, or (ii) if such breach is capable of cure, such breach is not cured within thirty (30) days after receipt of written notice of such breach from the non-breaching Party, or within such additional cure period as the non-breaching Party may authorize;
b. voluntarily or involuntarily becomes the subject of a petition in bankruptcy or of any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors;
c. admits in writing its inability to pay its debts as they become due;
d. fails to provide notice and take corrective action, as specified in Section 4.3.
Termination for Cause or Insolvency. During the term of the SOW entered into pursuant to this Agreement, the Parties may only terminate this Agreement and/or such SOW if the circumstances identified in subsections 11.2(a) or 11.2(b) arise. Specifically, either Party may terminate this Agreement upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:
(a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach.
(i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Termination for Cause or Insolvency. 12.2.1 Each of the Parties shall have the right to terminate this Agreement for cause with immediate effect upon giving written notice of termination to the other (the “Defaulting Party”) if the Defaulting Party commits a material breach of this Agreement which is incapable of remedy or which in the case of a breach capable of remedy shall not have been remedied within ninety (90) days (or for breaches of payment obligations, thirty (30) days) of the receipt by it of a written notice from the other Party identifying the breach and requiring its remedy.
12.2.2 Vernalis shall have the right to terminate this Agreement in its entirety by giving ninety (90) days’ notice of termination in writing to Corvus if Corvus or any of its Affiliates challenges or threatens to challenge the validity of, or Vernalis’ title to any of the Vernalis Patent Rights in any country. Corvus shall include in its agreements with Sublicensees a provision stating that if such Sublicensee or any of its Affiliates challenges or threatens to challenge the validity of, or Vernalis’ title to any of the Vernalis Patent Rights in any country, Corvus has the right to terminate the sublicense granted to such Sublicensee under such Vernalis Patent Rights. If such Sublicensee breaches such obligation, Corvus shall terminate such sublicense.
12.2.3 In the event that either Party (a) files for protection under bankruptcy or insolvency laws, (b) makes an assignment for the benefit of creditors, (c) appoints or suffers appointment of a receiver or trustee over substantially all of its property that is not discharged within ninety (90) days after such filing, (d) proposes a written agreement of composition or extension of its debts, (e) proposes or is a party to any dissolution or [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. liquidation, (f) files a petition under any bankruptcy or insolvency act or has any such petition filed against that is not discharged within sixty (60) days of the filing thereof, or (g) ceases for any reason to carry on business, then the other Party may terminate this Agreement in its entirety effective immediately upon written notice to such Party.
Termination for Cause or Insolvency. If a party defaults in the performance of any material provision of this Agreement, then the non-defaulting party may give written notice to the defaulting party that if the default is not cured within thirty (30) days, the Agreement will be terminated. If the non-defaulting party gives such notice and the default is not cured during the thirty (30) day period, then the Agreement shall automatically terminate at the end of that thirty (30) day period. In addition, this Agreement shall terminate, without notice, (i) upon the institution by or against Partner or Concur of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such party's debts, which, if involuntary, are not dismissed within ninety (90) days, (ii) upon Partner's or Concur's making an assignment for the benefit of creditors, or (iii) upon either Partner's or Concur's dissolution.
Termination for Cause or Insolvency. Either Party may immediately terminate the applicable Order Form (and the corresponding Subscriptions or Cox Services, as applicable): (a) if the other Party commits a material breach of such Order Form (including this Agreement, any Additional Product Terms), and such breach has not been cured within fifteen (15) days after receiving Legal Notice of such; or (b) upon the initiation of any bankruptcy, insolvency or other similar proceeding against the other Party or an entity that Controls such party. In addition, Cox may immediately terminate such Order Form (and the corresponding Subscriptions or Cox Services) if Customer (as applicable) defaults on its contractual obligations to Cox or any Cox Affiliate under another agreement, such that Cox or the Cox Affiliate has the right to terminate such agreement. Upon any termination of the applicable Order Form, all Subscriptions or Cox Services thereunder will be automatically cancelled.
Termination for Cause or Insolvency. 11.2.1 Each of the Parties shall have the right to terminate this Agreement for cause with immediate effect upon giving written notice of termination to the other (the “Defaulting Party”) if the Defaulting Party commits a material breach of this Agreement which shall not have been remedied within sixty (60) days (or for breaches of payment obligations, thirty (30) days) of the receipt by it of a written notice from the other Party identifying the breach and requiring its remedy; provided, however, that in the event of a good faith dispute with respect to the existence of a material breach, this Agreement shall not be terminated until the dispute is withdrawn or settled in accordance with Clause 14, and the breaching Party fails to cure such breach within sixty (60) days (or thirty (30) days for breaches of payment obligations) thereafter.
11.2.2 In the event that either Party (a) files for protection under bankruptcy or insolvency laws, (b) makes an assignment for the benefit of creditors, (c) appoints or suffers appointment of a receiver or trustee over substantially all of its property that is not discharged within ninety (90) days after such filing, (d) proposes a written agreement of composition or extension of its debts, (e) proposes or is a party to any dissolution or liquidation, (f) files a petition under any bankruptcy or insolvency act or has any such petition filed against that is not discharged within sixty (60) days of the filing thereof, or (g) ceases for any reason to carry on business, then the other Party may terminate this Agreement in its entirety effective immediately upon written notice to such Party, provided that until such notice is served each Party shall have the right to retain and enforce their rights under this Agreement
Termination for Cause or Insolvency